These Terms of Service (the "Terms") are a binding agreement between you ("you", "Customer") and Mindra Inc., a Delaware corporation with its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States ("Mindra", "we", "us"). They govern your access to and use of the Mindra platform, websites, applications, and APIs (collectively, the "Service"), whether you use a free plan or a paid subscription. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" refers to that entity.

1. Acceptance of Terms

By creating an account, clicking to accept, or accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy, each of which is incorporated by reference. If you do not agree, you may not access or use the Service. If you and Mindra have signed a separate written agreement or order form covering the Service, that agreement governs to the extent it conflicts with these Terms.

2. The Service

Mindra provides an agentic orchestration platform that enables users to deploy specialized teams of AI agents that collaborate, share context, take real-world actions across integrated tools, and self-recover from errors, including features such as multi-agent orchestration, transparent reasoning traces, anomaly detection, and self-healing workflows. The Service is provided on a software-as-a-service ("SaaS") basis. We may update, add, or remove features over time. Certain features may be offered as beta or experimental and are subject to change, refinement, or discontinuation.

Subject to your compliance with these Terms, Mindra grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the term of your plan.

3. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for:

Providing accurate account information and keeping it current;
Maintaining the confidentiality of your account credentials, API keys, and any third-party tokens you connect to the Service;
All activity that occurs under your account, including by your authorized users, employees, contractors, or agents; and
Notifying us promptly at info@mindra.co of any unauthorized use of your account or other suspected breach of security.

4. Free Plans and Beta Features

We may offer free plans, trials, or credits. Free plans may be subject to usage limits and may be modified or discontinued at any time. Free plans and beta features are provided "as is" and "as available", without warranties of any kind, and our liability for them is limited to the maximum extent permitted by law. We may use aggregated, anonymized usage data from free plans to operate and improve the Service.

5. Subscriptions, Fees, and Billing

Paid plans are billed in advance according to the pricing and plan you select at checkout or in an order form. By subscribing, you authorize us (and our payment processor) to charge your payment method for the applicable fees.

Auto-renewal. Subscriptions automatically renew at the end of each billing cycle (e.g., monthly) at the then-current rate unless you cancel before the renewal date.
Cancellation. You may cancel at any time through your account settings. Cancellation takes effect at the end of the current billing cycle; you retain access until then.
No refunds. Except where required by law or expressly stated in these Terms, all fees are non-refundable, including for partial billing periods and unused capacity.
Usage and Mindra Credits. Where a plan meters usage in Mindra Credits or another unit, consumption depends on factors such as the AI models selected, input and output volume, agent steps, and tool usage. Conversion rates and included allotments are described in your plan and may be updated prospectively, with advance notice of material changes. Unless your plan states otherwise, unused credits do not roll over.
Price changes.We may change pricing on at least 30 days' notice; changes apply at your next renewal.
Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, except taxes based on our net income.

Failure to pay may result in suspension or termination of your access to paid features.

6. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which prohibits, among other things, unlawful use, infringement, attempts to reverse engineer or resell the Service, security attacks, and using the Service to build a competing product. Violation of the Acceptable Use Policy is a material breach of these Terms.

7. AI Agents and Connected Tools

The Service can execute autonomous or semi-autonomous actions on your behalf through your agent teams, including actions that modify connected third-party systems (for example, sending communications, changing advertising spend, or updating records). You acknowledge and agree that:

You are solely responsible for the configuration, permissions, and operational scope of your agents, and for defining appropriate guardrails and approvals;
You are responsible for the third-party systems and accounts you connect, and for all actions taken by your agents, including any resulting costs, charges, or consequences; and
AI outputs may be inaccurate or incomplete and should be reviewed before you rely on them. You are responsible for verifying outputs and for your use of them.

Your use of any third-party tool or integration is also governed by that third party's own terms, and Mindra is not responsible for third-party services.

8. Customer Data and Privacy

As between the parties, you retain all rights in the data, prompts, inputs, and content you or your users submit to the Service ("Customer Data"). You grant Mindra a limited, non-exclusive license to host, process, and transmit Customer Data as necessary to provide and support the Service. You are responsible for ensuring you have the rights and any required consents to submit Customer Data and to authorize the agent actions you configure. Our handling of personal data is described in our Privacy Policy.

9. Intellectual Property

Mindra and its licensors own all right, title, and interest in and to the Service and software, including all intellectual property rights. These Terms grant you a license to use the Service, not any ownership of it. We welcome feedback, suggestions, and bug reports; you grant Mindra a perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide to improve the Service, without obligation to you.

10. Warranty Disclaimer

Except as expressly stated in these Terms, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, or that the Service will be uninterrupted, error-free, or secure. AI outputs may contain inaccuracies and should be verified before reliance. The Service is not designed for high-risk uses where failure could lead to death, personal injury, or severe physical or environmental damage.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, punitive, or consequential damages, or for lost profits, revenues, business, or data, even if advised of the possibility. Each party's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the amounts you paid to Mindra in the twelve (12) months before the event giving rise to the claim (or, for free plans, USD 100). These limits do not apply to your payment obligations, either party's indemnification obligations, or liability that cannot be limited under applicable law.

12. Indemnification

You agree to defend, indemnify, and hold harmless Mindra from and against any third-party claims, damages, and costs (including reasonable legal fees) arising from your Customer Data, your use of the Service in violation of these Terms or the Acceptable Use Policy, or actions taken by your agents and connected tools under your account.

13. Suspension and Termination

You may stop using the Service and cancel your plan at any time. We may suspend or terminate your access immediately if you materially breach these Terms (including the Acceptable Use Policy), fail to pay, or if required to protect the Service or comply with law. Upon termination, your right to use the Service ends, and we may delete Customer Data after a reasonable period consistent with our Privacy Policy. Sections relating to fees accrued, intellectual property, disclaimers, limitation of liability, indemnification, and governing law survive termination.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or through the Service) before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and the parties consent to that jurisdiction and venue. To the extent permitted by law, each party waives any right to a jury trial.

16. General

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any order form, constitute the entire agreement between you and Mindra regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, agency, or employment relationship.

17. Contact

Questions about these Terms? Contact us at info@mindra.co.